ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
1401 H St. NW
Washington, DC 20005
INVESTMENT COMPANY BLANKET BOND
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
1401 H St. NW
Washington, DC 20005
DECLARATIONS
NOTICE
This policy is issued by your risk retention group. Your risk retention group
may not be subject to all of the insurance laws and regulations of your state.
State insurance insolvency guaranty funds are not available for your risk
retention group.
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ITEM 1. Name of Insured (the "Insured") Bond Number
CLAYMORE DIVIDEND & INCOME FUND 05716210B
Principal Office: c/o Claymore Securities, Inc.
2455 Corporate West Drive, Lisle, IL 60532
Mailing Address: c/o Claymore Securities, Inc.
2455 Corporate West Drive, Lisle, IL 60532
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ITEM 2. Bond Period: from 12:01 a.m. on March 31, 2010 , to 12:01 a.m. on March
31,2011 or the earlier effective date of the termination of this Bond,
standard time at the Principal Office as to each of said dates.
ITEM 3. Limit of Liability (Subject to Sections 9, 10 and 12 hereof):
LIMIT OF LIABILITY DEDUCTIBLE AMOUNT
Insuring Agreement A FIDELITY $4,725,000 N/A
Insuring Agreement B AUDIT EXPENSE $50,000 $10,000
Insuring Agreement C ON PREMISES $4,725,000 $25,000
Insuring Agreement D IN TRANSIT $4,725,000 $25,000
Insuring Agreement E FORGERY OR ALTERATION $4,725,000 $25,000
Insuring Agreement F SECURITIES $4,725,000 $25,000
Insuring Agreement G COUNTERFEIT CURRENCY $4,725,000 $25,000
Insuring Agreement H UNCOLLECTIBLE ITEMS OF DEPOSIT $25,000 $5,000
If "Not Covered" is inserted opposite any Insuring Agreement above,
such Insuring Agreement and any reference thereto shall be deemed to be
deleted from this Bond.
OPTIONAL INSURING AGREEMENTS ADDED BY RIDER:
Insuring Agreement J COMPUTER SECURITY $4,725,000 $25,000
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ITEM 4. Offices or Premises Covered--All the Insured's offices or other
premises in existence at the time this Bond becomes effective are
covered under this Bond, except the offices or other premises excluded
by Rider. Offices or other premises acquired or established after the
effective date of this Bond are covered subject to the terms of General
Agreement A.
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ITEM 5. The liability of ICI Mutual Insurance Company, a Risk Retention Group
(the "Underwriter") is subject to the terms of the following Riders
attached hereto:
Riders: 1-2-3
and of all Riders applicable to this Bond issued during the Bond
Period.
================================================================================
By: /S/ MATTHEW LINK
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Authorized Representative
INVESTMENT COMPANY BLANKET BOND
NOTICE
This policy is issued by your risk retention group. Your risk retention group
may not be subject to all of the insurance laws and regulations of your state.
State insurance insolvency guaranty funds are not available for your risk
retention group.
ICI Mutual Insurance Company, a Risk Retention Group (the "Underwriter"), in
consideration of an agreed premium, and in reliance upon the Application and all
other information furnished to the Underwriter by the Insured, and subject to
and in accordance with the Declarations, General Agreements, Provisions,
Conditions and Limitations and other terms of this bond (including all riders
hereto) ("Bond"), to the extent of the Limit of Liability and subject to the
Deductible Amount, agrees to indemnify the Insured for the loss, as described in
the Insuring Agreements, sustained by the Insured at any time but discovered
during the Bond Period.
INSURING AGREEMENTS
A. FIDELITY
Loss caused by any Dishonest or Fraudulent Act or Theft committed by an
Employee anywhere, alone or in collusion with other persons (whether or
not Employees), during the time such Employee has the status of an
Employee as defined herein, and even if such loss is not discovered
until after he or she ceases to be an Employee, EXCLUDING loss covered
under Insuring Agreement B.
B. AUDIT EXPENSE
Expense incurred by the Insured for that part of audits or examinations
required by any governmental regulatory authority or Self Regulatory
Organization to be conducted by such authority or Organization or by an
independent accountant or other person, by reason of the discovery of
loss sustained by the Insured and covered by this Bond.
C. ON PREMISES
Loss resulting from Property that is (1) located or reasonably believed
by the Insured to be located within the Insured's offices or premises,
and (2) the object of Theft, Dishonest or Fraudulent Act, or Mysterious
Disappearance, EXCLUDING loss covered under Insuring Agreement A.
D. IN TRANSIT
Loss resulting from Property that is (1) in transit in the custody of
any person authorized by an Insured to act as a messenger, except while
in the mail or with a carrier for hire (other than a Security Company),
and (2) the object of Theft, Dishonest or Fraudulent Act, or Mysterious
Disappearance, EXCLUDING loss covered under Insuring Agreement A.
Property is "in transit" beginning immediately upon receipt of such
Property by the transporting person and ending immediately upon
delivery at the specified destination.
E. FORGERY OR ALTERATION
Loss caused by the Forgery or Alteration of or on (1) any bills of
exchange, checks, drafts, or other written orders or directions to pay
certain sums in money, acceptances, certificates of deposit, due bills,
money orders, or letters of credit; or (2) other written instructions,
requests or applications to the
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Insured, authorizing or acknowledging the transfer, payment,
redemption, delivery or receipt of Property, or giving notice of any
bank account, which instructions or requests or applications purport to
have been signed or endorsed by (a) any customer of the Insured, or (b)
any shareholder of or subscriber to shares issued by any Investment
Company, or (c) any financial or banking institution or stockbroker; or
(3) withdrawal orders or receipts for the withdrawal of Property, or
receipts or certificates of deposit for Property and bearing the name
of the Insured as issuer or of another Investment Company for which the
Insured acts as agent. This Insuring Agreement E does not cover loss
caused by Forgery or Alteration of Securities or loss covered under
Insuring Agreement A.
F. SECURITIES
Loss resulting from the Insured, in good faith, in the ordinary course
of business, and in any capacity whatsoever, whether for its own
account or for the account of others, having acquired, accepted or
received, or sold or delivered, or given any value, extended any credit
or assumed any liability on the faith of any Securities, where such
loss results from the fact that such Securities (1) were Counterfeit,
or (2) were lost or stolen, or (3) contain a Forgery or Alteration, and
notwithstanding whether or not the act of the Insured causing such loss
violated the constitution, by-laws, rules or regulations of any Self
Regulatory Organization, whether or not the Insured was a member
thereof, EXCLUDING loss covered under Insuring Agreement A.
G. COUNTERFEIT CURRENCY
Loss caused by the Insured in good faith having received or accepted
(1) any money orders which prove to be Counterfeit or to contain an
Alteration or (2) paper currencies or coin of the United States of
America or Canada which prove to be Counterfeit. This Insuring
Agreement G does not cover loss covered under Insuring Agreement A.
H. UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting from the payment of dividends, issuance of Fund shares
or redemptions or exchanges permitted from an account with the Fund as
a consequence of
(1) uncollectible Items of Deposit of a Fund's customer,
shareholder or subscriber credited by the Insured or its agent
to such person's Fund account, or
(2) any Item of Deposit processed through an automated clearing
house which is reversed by a Fund's customer, shareholder or
subscriber and is deemed uncollectible by the Insured;
PROVIDED, that (a) Items of Deposit shall not be deemed uncollectible
until the Insured's collection procedures have failed, (b) exchanges of
shares between Funds with exchange privileges shall be covered
hereunder only if all such Funds are insured by the Underwriter for
uncollectible Items of Deposit, and (c) the Insured Fund shall have
implemented and maintained a policy to hold Items of Deposit for the
minimum number of days stated in its Application (as amended from time
to time) before paying any dividend or permitting any withdrawal with
respect to such Items of Deposit (other than exchanges between Funds).
Regardless of the number of transactions between Funds in an exchange
program, the minimum number of days an Item of Deposit must be held
shall begin from the date the Item of Deposit was first credited to any
Insured Fund.
This Insuring Agreement H does not cover loss covered under Insuring
Agreement A.
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I. PHONE/ELECTRONIC TRANSACTIONS
Loss caused by a Phone/Electronic Transaction, where the request for
such Phone/Electronic Transaction:
(1) is transmitted to the Insured or its agents by voice over the
telephone or by Electronic Transmission; and
(2) is made by an individual purporting to be a Fund shareholder
or subscriber or an authorized agent of a Fund shareholder or
subscriber; and
(3) is unauthorized or fraudulent and is made with the manifest
intent to deceive;
PROVIDED, that the entity receiving such request generally maintains
and follows during the Bond Period all Phone/Electronic Transaction
Security Procedures with respect to all Phone/Electronic Transactions;
and
EXCLUDING loss resulting from:
(1) the failure to pay for shares attempted to be purchased; or
(2) any redemption of Investment Company shares which had been
improperly credited to a shareholder's account where such
shareholder (a) did not cause, directly or indirectly, such
shares to be credited to such account, and (b) directly or
indirectly received any proceeds or other benefit from such
redemption; or
(3) any redemption of shares issued by an Investment Company where
the proceeds of such redemption were requested to be paid or
made payable to other than (a) the Shareholder of Record, or
(b) any other person or bank account designated to receive
redemption proceeds (i) in the initial account application, or
(ii) in writing (not to include Electronic Transmission)
accompanied by a signature guarantee; or
(4) any redemption of shares issued by an Investment Company where
the proceeds of such redemption were requested to be sent to
other than any address for such account which was designated
(a) in the initial account application, or (b) in writing (not
to include Electronic Transmission), where such writing is
received at least one (1) day prior to such redemption
request, or (c) by voice over the telephone or by Electronic
Transmission at least fifteen (15) days prior to such
redemption; or
(5) the intentional failure to adhere to one or more
Phone/Electronic Transaction Security Procedures; or
(6) a Phone/Electronic Transaction request transmitted by
electronic mail or transmitted by any method not subject to
the Phone/Electronic Transaction Security Procedures; or
(7) the failure or circumvention of any physical or electronic
protection device, including any firewall, that imposes
restrictions on the flow of electronic traffic in or out of
any Computer System.
This Insuring Agreement I does not cover loss covered under Insuring
Agreement A, "Fidelity" or Insuring Agreement J, "Computer Security".
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GENERAL AGREEMENTS
A. ADDITIONAL OFFICES OR EMPLOYEES--CONSOLIDATION OR MERGER--NOTICE
1. Except as provided in paragraph 2 below, this Bond shall apply
to any additional office(s) established by the Insured during
the Bond Period and to all Employees during the Bond Period,
without the need to give notice thereof or pay additional
premiums to the Underwriter for the Bond Period.
2. If during the Bond Period an Insured Investment Company shall
merge or consolidate with an institution in which such Insured
is the surviving entity, or purchase substantially all the
assets or capital stock of another institution, or acquire or
create a separate investment portfolio, and shall within sixty
(60) days notify the Underwriter thereof, then this Bond shall
automatically apply to the Property and Employees resulting
from such merger, consolidation, acquisition or creation from
the date thereof; provided, that the Underwriter may make such
coverage contingent upon the payment of an additional premium.
B. WARRANTY
No statement made by or on behalf of the Insured, whether contained in
the Application or otherwise, shall be deemed to be an absolute
warranty, but only a warranty that such statement is true to the best
of the knowledge of the person responsible for such statement.
C. COURT COSTS AND ATTORNEYS' FEES
The Underwriter will indemnify the Insured against court costs and
reasonable attorneys' fees incurred and paid by the Insured in defense
of any legal proceeding brought against the Insured seeking recovery
for any loss which, if established against the Insured, would
constitute a loss covered under the terms of this Bond; provided,
however, that with respect to Insuring Agreement A this indemnity shall
apply only in the event that
1. an Employee admits to having committed or is adjudicated to
have committed a Dishonest or Fraudulent Act or Theft which
caused the loss; or
2. in the absence of such an admission or adjudication, an
arbitrator or arbitrators acceptable to the Insured and the
Underwriter concludes, after a review of an agreed statement
of facts, that an Employee has committed a Dishonest or
Fraudulent Act or Theft which caused the loss.
The Insured shall promptly give notice to the Underwriter of any such
legal proceeding and upon request shall furnish the Underwriter with
copies of all pleadings and other papers therein. At the Underwriter's
election the Insured shall permit the Underwriter to conduct the
defense of such legal proceeding in the Insured's name, through
attorneys of the Underwriter's selection. In such event, the Insured
shall give all reasonable information and assistance which the
Underwriter shall deem necessary to the proper defense of such legal
proceeding.
If the amount of the Insured's liability or alleged liability in any
such legal proceeding is greater than the amount which the Insured
would be entitled to recover under this Bond (other than pursuant to
this General Agreement C), or if a Deductible Amount is applicable, or
both, the indemnity liability of the Underwriter under this General
Agreement C is limited to the proportion of court costs and attorneys'
fees incurred and paid by the Insured or by the Underwriter that the
amount which the Insured would be entitled to recover under this Bond
(other than pursuant to this General Agreement C) bears to the sum
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of such amount plus the amount which the Insured is not entitled to
recover. Such indemnity shall be in addition to the Limit of Liability
for the applicable Insuring Agreement.
D. INTERPRETATION
This Bond shall be interpreted with due regard to the purpose of
fidelity bonding under Rule 17g-1 of the Investment Company Act of 1940
(i.e., to protect innocent third parties from harm) and to the
structure of the investment management industry (in which a loss of
Property resulting from a cause described in any Insuring Agreement
ordinarily gives rise to a potential legal liability on the part of the
Insured), such that the term "loss" as used herein shall include an
Insured's legal liability for direct compensatory damages resulting
directly from a misappropriation, or measurable diminution in value, of
Property.
THIS BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
PROVISIONS, CONDITIONS AND LIMITATIONS:
SECTION 1. DEFINITIONS
The following terms used in this Bond shall have the meanings stated in this
Section:
A. "ALTERATION" means the marking, changing or altering in a material way
of the terms, meaning or legal effect of a document with the intent to
deceive.
B. "APPLICATION" means the Insured's application (and any attachments and
materials submitted in connection therewith) furnished to the
Underwriter for this Bond.
C. "COMPUTER SYSTEM" means (1) computers with related peripheral
components, including storage components, (2) systems and applications
software, (3) terminal devices, (4) related communications networks or
customer communication systems, and (5) related electronic funds
transfer systems; by which data or monies are electronically collected,
transmitted, processed, stored or retrieved.
D. "COUNTERFEIT" means, with respect to any item, one which is false but
is intended to deceive and to be taken for the original authentic item.
E. "DEDUCTIBLE AMOUNT" means, with respect to any Insuring Agreement, the
amount set forth under the heading "Deductible Amount" in Item 3 of the
Declarations or in any Rider for such Insuring Agreement, applicable to
each Single Loss covered by such Insuring Agreement.
F. "DEPOSITORY" means any "securities depository" (other than any foreign
securities depository) in which an Investment Company may deposit its
Securities in accordance with Rule 17f-4 under the Investment Company
Act of 1940.
G. "DISHONEST OR FRAUDULENT ACT" means any dishonest or fraudulent act,
including "larceny and embezzlement" as defined in Section 37 of the
Investment Company Act of 1940, committed with the conscious manifest
intent (1) to cause the Insured to sustain a loss and (2) to obtain
financial benefit for the perpetrator or any other person (other than
salaries, commissions, fees, bonuses, awards, profit sharing, pensions
or other employee benefits). A Dishonest or Fraudulent Act does not
mean or include a reckless act, a negligent act, or a grossly negligent
act.
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H. "ELECTRONIC TRANSMISSION" means any transmission effected by electronic
means, including but not limited to a transmission effected by
telephone tones, Telefacsimile, wireless device, or over the Internet.
I. "EMPLOYEE" means:
(1) each officer, director, trustee, partner or employee of the
Insured, and
(2) each officer, director, trustee, partner or employee of any
predecessor of the Insured whose principal assets are acquired
by the Insured by consolidation or merger with, or purchase of
assets or capital stock of, such predecessor, and
(3) each attorney performing legal services for the Insured and
each employee of such attorney or of the law firm of such
attorney while performing services for the Insured, and
(4) each student who is an authorized intern of the Insured, while
in any of the Insured's offices, and
(5) each officer, director, trustee, partner or employee of
(a) an investment adviser,
(b) an underwriter (distributor),
(c) a transfer agent or shareholder accounting
recordkeeper, or
(d) an administrator authorized by written agreement to
keep financial and/or other required records,
for an Investment Company named as an Insured, BUT ONLY while
(i) such officer, partner or employee is performing acts
coming within the scope of the usual duties of an officer or
employee of an Insured, or (ii) such officer, director,
trustee, partner or employee is acting as a member of any
committee duly elected or appointed to examine or audit or
have custody of or access to the Property of the Insured, or
(iii) such director or trustee (or anyone acting in a similar
capacity) is acting outside the scope of the usual duties of a
director or trustee;PROVIDED, that the term "Employee" shall
not include any officer, director, trustee, partner or
employee of a transfer agent, shareholder accounting
recordkeeper or administrator (x) which is not an "affiliated
person" (as defined in Section 2(a) of the Investment Company
Act of 1940) of an Investment Company named as Insured or of
the adviser or underwriter of such Investment Company, or (y)
which is a "Bank" (as defined in Section 2(a) of the
Investment Company Act of 1940), and
(6) each individual assigned, by contract or by any agency
furnishing temporary personnel, in either case on a contingent
or part-time basis, to perform the usual duties of an employee
in any office of the Insured, and
(7) each individual assigned to perform the usual duties of an
employee or officer of any entity authorized by written
agreement with the Insured to perform services as electronic
data processor of checks or other accounting records of the
Insured, but excluding a processor which acts as transfer
agent or in any other agency capacity for the Insured in
issuing checks, drafts or securities, unless included under
subsection (5) hereof, and
(8) each officer, partner or employee of
(a) any Depository or Exchange,
(b) any nominee in whose name is registered any Security
included in the systems for the central handling of
securities established and maintained by any
Depository, and
(c) any recognized service company which provides clerks
or other personnel to any Depository or Exchange on a
contract basis,
while such officer, partner or employee is performing services
for any Depository in the operation of systems for the central
handling of securities, and
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(9) in the case of an Insured which is an "employee benefit plan"
(as defined in Section 3 of the Employee Retirement Income
Security Act of 1974 ("ERISA")) for officers, directors or
employees of another Insured ("In-House Plan"), any
"fiduciary" or other "plan official" (within the meaning of
Section 412 of ERISA) of such In-House Plan, provided that
such fiduciary or other plan official is a director, partner,
officer, trustee or employee of an Insured (other than an
In-House Plan).
Each employer of temporary personnel and each entity referred to in
subsections (6) and (7) and their respective partners, officers and
employees shall collectively be deemed to be one person for all the
purposes of this Bond.
Brokers, agents, independent contractors, or representatives of the
same general character shall not be considered Employees, except as
provided in subsections (3), (6), and (7).
J. "EXCHANGE" means any national securities exchange registered under the
Securities Exchange Act of 1934.
K. "FORGERY" means the physical signing on a document of the name of
another person (whether real or fictitious) with the intent to deceive.
A Forgery may be by means of mechanically reproduced facsimile
signatures as well as handwritten signatures. Forgery does not include
the signing of an individual's own name, regardless of such
individual's authority, capacity or purpose.
L. "ITEMS OF DEPOSIT" means one or more checks or drafts.
M. "INVESTMENT COMPANY" or "FUND" means an investment company registered
under the Investment Company Act of 1940.
N. "LIMIT OF LIABILITY" means, with respect to any Insuring Agreement, the
limit of liability of the Underwriter for any Single Loss covered by
such Insuring Agreement as set forth under the heading "Limit of
Liability" in Item 3 of the Declarations or in any Rider for such
Insuring Agreement.
O. "MYSTERIOUS DISAPPEARANCE" means any disappearance of Property which,
after a reasonable investigation has been conducted, cannot be
explained.
P. "NON-FUND" means any corporation, business trust, partnership, trust or
other entity which is not an Investment Company.
Q. "PHONE/ELECTRONIC TRANSACTION SECURITY PROCEDURES" means security
procedures for Phone/ Electronic Transactions as provided in writing to
the Underwriter.
R. "PHONE/ELECTRONIC TRANSACTION" means any (1) redemption of shares
issued by an Investment Company, (2) election concerning dividend
options available to Fund shareholders, (3) exchange of shares in a
registered account of one Fund into shares in an identically registered
account of another Fund in the same complex pursuant to exchange
privileges of the two Funds, or (4) purchase of shares issued by an
Investment Company, which redemption, election, exchange or purchase is
requested by voice over the telephone or through an Electronic
Transmission.
S. "PROPERTY" means the following tangible items: money, postage and
revenue stamps, precious metals, Securities, bills of exchange,
acceptances, checks, drafts, or other written orders or directions to
pay sums certain in money, certificates of deposit, due bills, money
orders, letters of credit, financial futures contracts, conditional
sales contracts, abstracts of title, insurance policies, deeds,
mortgages, and assignments of any of the foregoing, and other valuable
papers, including books of account and other records used by the
Insured in the conduct of its business, and all other instruments
similar to or in the
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nature of the foregoing (but excluding all data processing records),
(1) in which the Insured has a legally cognizable interest, (2) in
which the Insured acquired or should have acquired such an interest by
reason of a predecessor's declared financial condition at the time of
the Insured's consolidation or merger with, or purchase of the
principal assets of, such predecessor or (3) which are held by the
Insured for any purpose or in any capacity.
T. "SECURITIES" means original negotiable or non-negotiable agreements or
instruments which represent an equitable or legal interest, ownership
or debt (including stock certificates, bonds, promissory notes, and
assignments thereof), which are in the ordinary course of business and
transferable by physical delivery with appropriate endorsement or
assignment. "Securities" does not include bills of exchange,
acceptances, certificates of deposit, checks, drafts, or other written
orders or directions to pay sums certain in money, due bills, money
orders, or letters of credit.
U. "SECURITY COMPANY" means an entity which provides or purports to
provide the transport of Property by secure means, including, without
limitation, by use of armored vehicles or guards.
V. "SELF REGULATORY ORGANIZATION" means any association of investment
advisers or securities dealers registered under the federal securities
laws, or any Exchange.
W. "SHAREHOLDER OF RECORD" means the record owner of shares issued by an
Investment Company or, in the case of joint ownership of such shares,
all record owners, as designated (1) in the initial account
application, or (2) in writing accompanied by a signature guarantee, or
(3) pursuant to procedures as set forth in the Application.
X. "SINGLE LOSS" means:
(1) all loss resulting from any one actual or attempted Theft
committed by one person, or
(2) all loss caused by any one act (other than a Theft or a
Dishonest or Fraudulent Act) committed by one person, or
(3) all loss caused by Dishonest or Fraudulent Acts committed by
one person, or
(4) all expenses incurred with respect to any one audit or
examination, or
(5) all loss caused by any one occurrence or event other than
those specified in subsections (1) through (4) above.
All acts or omissions of one or more persons which directly or
indirectly aid or, by failure to report or otherwise, permit the
continuation of an act referred to in subsections (1) through (3) above
of any other person shall be deemed to be the acts of such other person
for purposes of this subsection.
All acts or occurrences or events which have as a common nexus any
fact, circumstance, situation, transaction or series of facts,
circumstances, situations, or transactions shall be deemed to be one
act, one occurrence, or one event.
Y. "TELEFACSIMILE" means a system of transmitting and reproducing fixed
graphic material (as, for example, printing) by means of signals
transmitted over telephone lines or over the Internet.
Z. "THEFT" means robbery, burglary or hold-up, occurring with or without
violence or the threat of violence.
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SECTION 2. EXCLUSIONS
THIS BOND DOES NOT COVER:
A. Loss resulting from (1) riot or civil commotion outside the United
States of America and Canada, or (2) war, revolution, insurrection,
action by armed forces, or usurped power, wherever occurring; except if
such loss occurs while the Property is in transit, is otherwise covered
under Insuring Agreement D, and when such transit was initiated, the
Insured or any person initiating such transit on the Insured's behalf
had no knowledge of such riot, civil commotion, war, revolution,
insurrection, action by armed forces, or usurped power.
B. Loss in time of peace or war resulting from nuclear fission or fusion
or radioactivity, or biological or chemical agents or hazards, or fire,
smoke, or explosion, or the effects of any of the foregoing.
C. Loss resulting from any Dishonest or Fraudulent Act committed by any
person while acting in the capacity of a member of the Board of
Directors or any equivalent body of the Insured or of any other entity.
D. Loss resulting from any nonpayment or other default of any loan or
similar transaction made by the Insured or any of its partners,
directors, officers or employees, whether or not authorized and whether
procured in good faith or through a Dishonest or Fraudulent Act, unless
such loss is otherwise covered under Insuring Agreement A, E or F.
E. Loss resulting from any violation by the Insured or by any Employee of
any law, or any rule or regulation pursuant thereto or adopted by a
Self Regulatory Organization, regulating the issuance, purchase or sale
of securities, securities transactions upon security exchanges or over
the counter markets, Investment Companies, or investment advisers,
unless such loss, in the absence of such law, rule or regulation, would
be covered under Insuring Agreement A, E or F.
F. Loss resulting from Property that is the object of Theft, Dishonest or
Fraudulent Act, or Mysterious Disappearance while in the custody of any
Security Company, unless such loss is covered under this Bond and is in
excess of the amount recovered or received by the Insured under (1) the
Insured's contract with such Security Company, and (2) insurance or
indemnity of any kind carried by such Security Company for the benefit
of, or otherwise available to, users of its service, in which case this
Bond shall cover only such excess, subject to the applicable Limit of
Liability and Deductible Amount.
G. Potential income, including but not limited to interest and dividends,
not realized by the Insured because of a loss covered under this Bond,
except when covered under Insuring Agreement H.
H. Loss in the form of (1) damages of any type for which the Insured is
legally liable, except direct compensatory damages, or (2) taxes,
fines, or penalties, including without limitation two-thirds of treble
damage awards pursuant to judgments under any statute or regulation.
I. Loss resulting from the surrender of Property away from an office of
the Insured as a result of a threat
(1) to do bodily harm to any person, except where the Property is
in transit in the custody of any person acting as messenger as
a result of a threat to do bodily harm to such person, if the
Insured had no knowledge of such threat at the time such
transit was initiated, or
(2) to do damage to the premises or Property of the Insured,
unless such loss is otherwise covered under Insuring Agreement A.
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J. All costs, fees and other expenses incurred by the Insured in
establishing the existence of or amount of loss covered under this
Bond, except to the extent certain audit expenses are covered under
Insuring Agreement B.
K. Loss resulting from payments made to or withdrawals from any account,
involving funds erroneously credited to such account, unless such loss
is otherwise covered under Insuring Agreement A.
L. Loss resulting from uncollectible Items of Deposit which are drawn upon
a financial institution outside the United States of America, its
territories and possessions, or Canada.
M. Loss resulting from the Dishonest or Fraudulent Acts, Theft, or other
acts or omissions of an Employee primarily engaged in the sale of
shares issued by an Investment Company to persons other than (1) a
person registered as a broker under the Securities Exchange Act of 1934
or (2) an "accredited investor" as defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, which is not an individual.
N. Loss resulting from the use of credit, debit, charge, access,
convenience, identification, cash management or other cards, whether
such cards were issued or purport to have been issued by the Insured or
by anyone else, unless such loss is otherwise covered under Insuring
Agreement A.
O. Loss resulting from any purchase, redemption or exchange of securities
issued by an Investment Company or other Insured, or any other
instruction, request, acknowledgement, notice or transaction involving
securities issued by an Investment Company or other Insured or the
dividends in respect thereof, when any of the foregoing is requested,
authorized or directed or purported to be requested, authorized or
directed by voice over the telephone or by Electronic Transmission,
unless such loss is otherwise covered under Insuring Agreement A or
Insuring Agreement I.
P. Loss resulting from any Dishonest or Fraudulent Act or Theft committed
by an Employee as defined in Section 1.I(2), unless such loss (1) could
not have been reasonably discovered by the due diligence of the Insured
at or prior to the time of acquisition by the Insured of the assets
acquired from a predecessor, and (2) arose out of a lawsuit or valid
claim brought against the Insured by a person unaffiliated with the
Insured or with any person affiliated with the Insured.
Q. Loss resulting from the unauthorized entry of data into, or the
deletion or destruction of data in, or the change of data elements or
programs within, any Computer System, unless such loss is otherwise
covered under Insuring Agreement A.
SECTION 3. ASSIGNMENT OF RIGHTS
Upon payment to the Insured hereunder for any loss, the Underwriter
shall be subrogated to the extent of such payment to all of the
Insured's rights and claims in connection with such loss; provided,
however, that the Underwriter shall not be subrogated to any such
rights or claims one named Insured under this Bond may have against
another named Insured under this Bond. At the request of the
Underwriter, the Insured shall execute all assignments or other
documents and take such action as the Underwriter may deem necessary or
desirable to secure and perfect such rights and claims, including the
execution of documents necessary to enable the Underwriter to bring
suit in the name of the Insured.
Assignment of any rights or claims under this Bond shall not bind the
Underwriter without the Underwriter's written consent.
12
SECTION 4. LOSS--NOTICE--PROOF--LEGAL PROCEEDINGS
This Bond is for the use and benefit only of the Insured and the
Underwriter shall not be liable hereunder to anyone other than the
Insured. As soon as practicable and not more than sixty (60) days after
discovery, the Insured shall give the Underwriter written notice
thereof and, as soon as practicable and within one year after such
discovery, shall also furnish to the Underwriter affirmative proof of
loss with full particulars. The Underwriter may extend the sixty day
notice period or the one year proof of loss period if the Insured
requests an extension and shows good cause therefor.
See also General Agreement C (Court Costs and Attorneys' Fees).
The Underwriter shall not be liable hereunder for loss of Securities
unless each of the Securities is identified in such proof of loss by a
certificate or bond number or by such identification means as the
Underwriter may require. The Underwriter shall have a reasonable period
after receipt of a proper affirmative proof of loss within which to
investigate the claim, but where the Property is Securities and the
loss is clear and undisputed, settlement shall be made within
forty-eight (48) hours even if the loss involves Securities of which
duplicates may be obtained.
The Insured shall not bring legal proceedings against the Underwriter
to recover any loss hereunder prior to sixty (60) days after filing
such proof of loss or subsequent to twenty-four (24) months after the
discovery of such loss or, in the case of a legal proceeding to recover
hereunder on account of any judgment against the Insured in or
settlement of any suit mentioned in General Agreement C or to recover
court costs or attorneys' fees paid in any such suit, twenty-four (24)
months after the date of the final judgment in or settlement of such
suit. If any limitation in this Bond is prohibited by any applicable
law, such limitation shall be deemed to be amended to be equal to the
minimum period of limitation permitted by such law.
Notice hereunder shall be given to Manager, Professional Liability
Claims, ICI Mutual Insurance Company, 1401 H St. NW, Washington, DC
20005.
SECTION 5. DISCOVERY
For all purposes under this Bond, a loss is discovered, and discovery
of a loss occurs, when the Insured
(1) becomes aware of facts, or
(2) receives notice of an actual or potential claim by a third
party which alleges that the Insured is liable under
circumstances,
which would cause a reasonable person to assume that loss covered by
this Bond has been or is likely to be incurred even though the exact
amount or details of loss may not be known.
SECTION 6. VALUATION OF PROPERTY
For the purpose of determining the amount of any loss hereunder, the
value of any Property shall be the market value of such Property at the
close of business on the first business day before the discovery of
such loss; except that
(1) the value of any Property replaced by the Insured prior to the
payment of a claim therefor shall be the actual market value
of such Property at the time of replacement, but not in excess
of the market value of such Property on the first business day
before the discovery of the loss of such Property;
(2) the value of Securities which must be produced to exercise
subscription, conversion, redemption or deposit privileges
shall be the market value of such privileges immediately
preceding the expiration
13
thereof if the loss of such Securities is not discovered until
after such expiration, but if there is no quoted or other
ascertainable market price for such Property or privileges
referred to in clauses (1) and (2), their value shall be fixed
by agreement between the parties or by arbitration before an
arbitrator or arbitrators acceptable to the parties; and
(3) the value of books of accounts or other records used by the
Insured in the conduct of its business shall be limited to the
actual cost of blank books, blank pages or other materials if
the books or records are reproduced plus the cost of labor for
the transcription or copying of data furnished by the Insured
for reproduction.
SECTION 7. LOST SECURITIES
The maximum liability of the Underwriter hereunder for lost Securities
shall be the payment for, or replacement of, such Securities having an
aggregate value not to exceed the applicable Limit of Liability. If the
Underwriter shall make payment to the Insured for any loss of
Securities, the Insured shall assign to the Underwriter all of the
Insured's right, title and interest in and to such Securities. In lieu
of such payment, the Underwriter may, at its option, replace such lost
Securities, and in such case the Insured shall cooperate to effect such
replacement. To effect the replacement of lost Securities, the
Underwriter may issue or arrange for the issuance of a lost instrument
bond. If the value of such Securities does not exceed the applicable
Deductible Amount (at the time of the discovery of the loss), the
Insured will pay the usual premium charged for the lost instrument bond
and will indemnify the issuer of such bond against all loss and expense
that it may sustain because of the issuance of such bond.
If the value of such Securities exceeds the applicable Deductible
Amount (at the time of discovery of the loss), the Insured will pay a
proportion of the usual premium charged for the lost instrument bond,
equal to the percentage that the applicable Deductible Amount bears to
the value of such Securities upon discovery of the loss, and will
indemnify the issuer of such bond against all loss and expense that is
not recovered from the Underwriter under the terms and conditions of
this Bond, subject to the applicable Limit of Liability.
SECTION 8. SALVAGE
If any recovery is made, whether by the Insured or the Underwriter, on
account of any loss within the applicable Limit of Liability hereunder,
the Underwriter shall be entitled to the full amount of such recovery
to reimburse the Underwriter for all amounts paid hereunder with
respect to such loss. If any recovery is made, whether by the Insured
or the Underwriter, on account of any loss in excess of the applicable
Limit of Liability hereunder plus the Deductible Amount applicable to
such loss from any source other than suretyship, insurance,
reinsurance, security or indemnity taken by or for the benefit of the
Underwriter, the amount of such recovery, net of the actual costs and
expenses of recovery, shall be applied to reimburse the Insured in full
for the portion of such loss in excess of such Limit of Liability, and
the remainder, if any, shall be paid first to reimburse the Underwriter
for all amounts paid hereunder with respect to such loss and then to
the Insured to the extent of the portion of such loss within the
Deductible Amount. The Insured shall execute all documents which the
Underwriter deems necessary or desirable to secure to the Underwriter
the rights provided for herein.
SECTION 9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY
Prior to its termination, this Bond shall continue in force up to the
Limit of Liability for each Insuring Agreement for each Single Loss,
notwithstanding any previous loss (other than such Single Loss) for
14
which the Underwriter may have paid or be liable to pay hereunder;
PROVIDED, however, that regardless of the number of years this Bond
shall continue in force and the number of premiums which shall be
payable or paid, the liability of the Underwriter under this Bond with
respect to any Single Loss shall be limited to the applicable Limit of
Liability irrespective of the total amount of such Single Loss and
shall not be cumulative in amounts from year to year or from period to
period.
SECTION 10. MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES
The maximum liability of the Underwriter for any Single Loss covered by
any Insuring Agreement under this Bond shall be the Limit of Liability
applicable to such Insuring Agreement, subject to the applicable
Deductible Amount and the other provisions of this Bond. Recovery for
any Single Loss may not be made under more than one Insuring Agreement.
If any Single Loss covered under this Bond is recoverable or recovered
in whole or in part because of an unexpired discovery period under any
other bonds or policies issued by the Underwriter to the Insured or to
any predecessor in interest of the Insured, the maximum liability of
the Underwriter shall be the greater of either (1) the applicable Limit
of Liability under this Bond, or (2) the maximum liability of the
Underwriter under such other bonds or policies.
SECTION 11. OTHER INSURANCE
Notwithstanding anything to the contrary herein, if any loss covered by
this Bond shall also be covered by other insurance or suretyship for
the benefit of the Insured, the Underwriter shall be liable hereunder
only for the portion of such loss in excess of the amount recoverable
under such other insurance or suretyship, but not exceeding the
applicable Limit of Liability of this Bond.
SECTION 12. DEDUCTIBLE AMOUNT
The Underwriter shall not be liable under any Insuring Agreement unless
the amount of the loss covered thereunder, after deducting the net
amount of all reimbursement and/or recovery received by the Insured
with respect to such loss (other than from any other bond, suretyship
or insurance policy or as an advance by the Underwriter hereunder)
shall exceed the applicable Deductible Amount; in such case the
Underwriter shall be liable only for such excess, subject to the
applicable Limit of Liability and the other terms of this Bond.
No Deductible Amount shall apply to any loss covered under Insuring
Agreement A sustained by any Investment Company named as an Insured.
SECTION 13. TERMINATION
The Underwriter may terminate this Bond as to any Insured or all
Insureds only by written notice to such Insured or Insureds and, if
this Bond is terminated as to any Investment Company, to each such
Investment Company terminated thereby and to the Securities and
Exchange Commission, Washington, D.C., in all cases not less than sixty
(60) days prior to the effective date of termination specified in such
notice.
The Insured may terminate this Bond only by written notice to the
Underwriter not less than sixty (60) days prior to the effective date
of the termination specified in such notice. Notwithstanding the
foregoing, when the Insured terminates this Bond as to any Investment
Company, the effective date of termination shall be not less than sixty
(60) days from the date the Underwriter provides written notice of the
termination to each such Investment Company terminated thereby and to
the Securities and Exchange Commission, Washington, D.C.
15
This Bond will terminate as to any Insured that is a Non-Fund
immediately and without notice upon (1) the takeover of such Insured's
business by any State or Federal official or agency, or by any receiver
or liquidator, or (2) the filing of a petition under any State or
Federal statute relative to bankruptcy or reorganization of the
Insured, or assignment for the benefit of creditors of the Insured.
Premiums are earned until the effective date of termination. The
Underwriter shall refund the unearned premium computed at short rates
in accordance with the Underwriter's standard short rate cancellation
tables if this Bond is terminated by the Insured or pro rata if this
Bond is terminated by the Underwriter.
Upon the detection by any Insured that an Employee has committed any
Dishonest or Fraudulent Act(s) or Theft, the Insured shall immediately
remove such Employee from a position that may enable such Employee to
cause the Insured to suffer a loss by any subsequent Dishonest or
Fraudulent Act(s) or Theft. The Insured, within two (2) business days
of such detection, shall notify the Underwriter with full and complete
particulars of the detected Dishonest or Fraudulent Act(s) or Theft.
For purposes of this section, detection occurs when any partner,
officer, or supervisory employee of any Insured, who is not in
collusion with such Employee, becomes aware that the Employee has
committed any Dishonest or Fraudulent Act(s) or Theft.
This Bond shall terminate as to any Employee by written notice from the
Underwriter to each Insured and, if such Employee is an Employee of an
Insured Investment Company, to the Securities and Exchange Commission,
in all cases not less than sixty (60) days prior to the effective date
of termination specified in such notice.
SECTION 14. RIGHTS AFTER TERMINATION
At any time prior to the effective date of termination of this Bond as
to any Insured, such Insured may, by written notice to the Underwriter,
elect to purchase the right under this Bond to an additional period of
twelve (12) months within which to discover loss sustained by such
Insured prior to the effective date of such termination and shall pay
an additional premium therefor as the Underwriter may require.
Such additional discovery period shall terminate immediately and
without notice upon the takeover of such Insured's business by any
State or Federal official or agency, or by any receiver or liquidator.
Promptly after such termination the Underwriter shall refund to the
Insured any unearned premium.
The right to purchase such additional discovery period may not be
exercised by any State or Federal official or agency, or by any
receiver or liquidator, acting or appointed to take over the Insured's
business.
SECTION 15. CENTRAL HANDLING OF SECURITIES
The Underwriter shall not be liable for loss in connection with the
central handling of securities within the systems established and
maintained by any Depository ("Systems"), unless the amount of such
loss exceeds the amount recoverable or recovered under any bond or
policy or participants' fund insuring the Depository against such loss
(the "Depository's Recovery"); in such case the Underwriter shall be
liable hereunder only for the Insured's share of such excess loss,
subject to the applicable Limit of Liability, the Deductible Amount and
the other terms of this Bond.
For determining the Insured's share of such excess loss, (1) the
Insured shall be deemed to have an interest in any certificate
representing any security included within the
16
Systems equivalent to the interest the Insured then has in all
certificates representing the same security included within the
Systems; (2) the Depository shall have reasonably and fairly
apportioned the Depository's Recovery among all those having an
interest as recorded by appropriate entries in the books and records of
the Depository in Property involved in such loss, so that each such
interest shall share in the Depository's Recovery in the ratio that the
value of each such interest bears to the total value of all such
interests; and (3) the Insured's share of such excess loss shall be the
amount of the Insured's interest in such Property in excess of the
amount(s) so apportioned to the Insured by the Depository.
This Bond does not afford coverage in favor of any Depository or
Exchange or any nominee in whose name is registered any security
included within the Systems.
SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If more than one entity is named as the Insured:
A. the total liability of the Underwriter hereunder for each
Single Loss shall not exceed the Limit of Liability which
would be applicable if there were only one named Insured,
regardless of the number of Insured entities which sustain
loss as a result of such Single Loss,
B. the Insured first named in Item 1 of the Declarations shall be
deemed authorized to make, adjust, and settle, and receive and
enforce payment of, all claims hereunder as the agent of each
other Insured for such purposes and for the giving or
receiving of any notice required or permitted to be given
hereunder; provided, that the Underwriter shall promptly
furnish each named Insured Investment Company with (1) a copy
of this Bond and any amendments thereto, (2) a copy of each
formal filing of a claim hereunder by any other Insured, and
(3) notification of the terms of the settlement of each such
claim prior to the execution of such settlement,
C. the Underwriter shall not be responsible or have any liability
for the proper application by the Insured first named in Item
1 of the Declarations of any payment made hereunder to the
first named Insured,
D. for the purposes of Sections 4 and 13, knowledge possessed or
discovery made by any partner, officer or supervisory Employee
of any Insured shall constitute knowledge or discovery by
every named Insured,
E. if the first named Insured ceases for any reason to be covered
under this Bond, then the Insured next named shall thereafter
be considered as the first named Insured for the purposes of
this Bond, and
F. each named Insured shall constitute "the Insured" for all
purposes of this Bond.
SECTION 17. NOTICE AND CHANGE OF CONTROL
Within thirty (30) days after learning that there has been a change in
control of an Insured by transfer of its outstanding voting securities
the Insured shall give written notice to the Underwriter of:
A. the names of the transferors and transferees (or the names of
the beneficial owners if the voting securities are registered
in another name), and
B. the total number of voting securities owned by the transferors
and the transferees (or the beneficial owners), both
immediately before and after the transfer, and
C. the total number of outstanding voting securities.
17
As used in this Section, "control" means the power to exercise a
controlling influence over the management or policies of the Insured.
SECTION 18. CHANGE OR MODIFICATION
This Bond may only be modified by written Rider forming a part hereof
over the signature of the Underwriter's authorized representative. Any
Rider which modifies the coverage provided by Insuring Agreement A,
Fidelity, in a manner which adversely affects the rights of an Insured
Investment Company shall not become effective until at least sixty (60)
days after the Underwriter has given written notice thereof to the
Securities and Exchange Commission, Washington, D.C., and to each
Insured Investment Company affected thereby.
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be executed on the
Declarations Page.
18
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
--------------------------------------------------------------------------------
INSURED BOND NUMBER
CLAYMORE DIVIDEND & INCOME FUND 05716210B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 31, 2010 MARCH 31, 2010 TO MARCH 31, 2011 /S/ MATTHEW LINK
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Item 1 of the Declarations, Name of Insured, shall include the
following:
Claymore/Guggenheim Strategic Opportunities Fund
Old Mutual/Claymore Long-Short Fund
TS&W/Claymore Tax-Advantaged Balanced Fund
Madison/Claymore Covered Call & Equity Strategy Fund
Fiduciary/Claymore MLP Opportunity Fund
Fiduciary/Claymore Energy & Infrastructure Fund
MBIA Capital/Claymore Managed Duration Investment Grade
Municipal Fund
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN1.0-00(1/02)
19
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
--------------------------------------------------------------------------------
INSURED BOND NUMBER
CLAYMORE DIVIDEND & INCOME FUND 05716210B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 31, 2010 MARCH 31, 2010 TO MARCH 31, 2011 /S/ MATTHEW LINK
================================================================================
Most property and casualty insurers, including ICI Mutual Insurance Company, a
Risk Retention Group ("ICI Mutual"), are subject to the requirements of the
Terrorism Risk Insurance Act of 2002, as amended (the "Act"). The Act
establishes a Federal insurance backstop under which ICI Mutual and these other
insurers will be partially reimbursed for future "INSURED LOSSES" resulting from
certified "ACTS OF TERRORISM." (Each of these BOLDED TERMS is defined by the
Act.) The Act also places certain disclosure and other obligations on ICI Mutual
and these other insurers.
Pursuant to the Act, any future losses to ICI Mutual caused by certified "ACTS
OF TERRORISM" will be partially reimbursed by the United States government under
a formula established by the Act. Under this formula, the United States
government will reimburse ICI Mutual for 90% of ICI Mutual's "INSURED LOSSES" in
excess of a statutorily established deductible until total insured losses of all
participating insurers reach $100 billion. If total "insured losses" of all
property and casualty insurers reach $100 billion during any applicable period,
the Act provides that the insurers will not be liable under their policies for
their portions of such losses that exceed such amount. Amounts otherwise payable
under this bond may be reduced as a result.
This bond has no express exclusion for "ACTS OF TERRORISM." However, coverage
under this bond remains subject to all applicable terms, conditions and
limitations of the bond (including exclusions) that are permissible under the
Act. The portion of the premium that is attributable to any coverage potentially
available under the bond for "ACTS OF TERRORISM" is one percent (1%).
RN53.0-01 (1/09)
20
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
--------------------------------------------------------------------------------
INSURED BOND NUMBER
CLAYMORE DIVIDEND & INCOME FUND 05716210B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 31, 2010 MARCH 31, 2010 TO MARCH 31, 2011 /S/ MATTHEW LINK
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding Section 2.Q of this Bond, this Bond is amended
by adding an additional Insuring Agreement J as follows:
J. COMPUTER SECURITY
Loss (including loss of Property) resulting directly from Computer Fraud;
provided, that the Insured has adopted in writing and generally maintains and
follows during the Bond Period all Computer Security Procedures. The isolated
failure of the Insured to maintain and follow a particular Computer Security
Procedure in a particular instance will not preclude coverage under this
Insuring Agreement, subject to the specific exclusions herein and in the Bond.
1. Definitions. The following terms used in this Insuring
Agreement shall have the following meanings:
a. "Authorized User" means any person or entity designated by
the Insured (through contract, assignment of User
Identification, or otherwise) as authorized to use a Covered
Computer System, or any part thereof. An individual who
invests in an Insured Fund shall not be considered to be an
Authorized User solely by virtue of being an investor.
b. "Computer Fraud" means the unauthorized entry of data into,
or the deletion or destruction of data in, or change of data
elements or programs within, a Covered Computer System which:
(1) is committed by any Unauthorized Third Party anywhere,
alone or in collusion with other Unauthorized Third Parties;
and
(2) is committed with the conscious manifest intent (a) to
cause the Insured to sustain a loss, and (b) to obtain
financial benefit for the perpetrator or any other person; and
21
(3) causes (x) Property to be transferred, paid or delivered;
or (y) an account of the Insured, or of its customer, to be
added, deleted, debited or credited; or (z) an unauthorized or
fictitious account to be debited or credited.
c. "Computer Security Procedures" means procedures for prevention
of unauthorized computer access and use and administration of
computer access and use as provided in writing to the
Underwriter.
d. "Covered Computer System" means any Computer System as to
which the Insured has possession, custody and control.
e. "Unauthorized Third Party" means any person or entity that, at
the time of the Computer Fraud, is not an Authorized User.
f. "User Identification" means any unique user name (i.e., a
series of characters) that is assigned to a person or entity
by the Insured.
2. Exclusions. It is further understood and agreed that this Insuring
Agreement J shall not cover:
a. Any loss covered under Insuring Agreement A, "Fidelity," of
this Bond; and
b. Any loss resulting directly or indirectly from Theft or
misappropriation of confidential or proprietary information,
material or data (including but not limited to trade secrets,
computer programs or customer information); and
c. Any loss resulting from the intentional failure to adhere to
one or more Computer Security Procedures; and
d. Any loss resulting from a Computer Fraud committed by or in
collusion with:
(1) any Authorized User (whether a natural person or an
entity); or
(2) in the case of any Authorized User which is an
entity, (a) any director, officer, partner, employee
or agent of such Authorized User, or (b) any entity
which controls, is controlled by, or is under common
control with such Authorized User ("Related Entity"),
or (c) any director, officer, partner, employee or
agent of such Related Entity; or
(3) in the case of any Authorized User who is a natural
person, (a) any entity for which such Authorized User
is a director, officer, partner, employee or agent
("Employer Entity"), or (b) any director, officer,
partner, employee or agent of such Employer Entity,
or (c) any entity which controls, is controlled by,
or is under common control with such Employer Entity
("Employer-Related Entity"), or (d) any director,
officer, partner, employee or agent of such
Employer-Related Entity;
22
and
e. Any loss resulting from physical damage to or destruction of
any Covered Computer System, or any part thereof, or any data,
data elements or media associated therewith; and
f. Any loss resulting from Computer Fraud committed by means of
wireless access to any Covered Computer System, or any part
thereof, or any data, data elements or media associated
therewith; and
g. Any loss not directly and proximately caused by Computer Fraud
(including, without limitation, disruption of business and
extra expense); and
h. Payments made to any person(s) who has threatened to deny or
has denied authorized access to a Covered Computer System or
otherwise has threatened to disrupt the business of the
Insured.
For purposes of this Insuring Agreement, "Single Loss," as defined in Section
1.X of this Bond, shall also include all loss caused by Computer Fraud(s)
committed by one person, or in which one person is implicated, whether or not
that person is specifically identified. A series of losses involving
unidentified individuals, but arising from the same method of operation, may be
deemed by the Underwriter to involve the same individual and in that event shall
be treated as a Single Loss.
It is further understood and agreed that nothing in this Rider shall affect the
exclusion set forth in Section 2.0 of this Bond.
It is further understood and agreed that notwithstanding Section 9,
Non-Reduction and Non-Accumulation of Liability and Total Liability, or any
other provision of this Bond, the Aggregate Limit of Liability of the
Underwriter under this Bond with respect to any and all loss or losses under
this Insuring Agreement shall be an aggregate of $4,725,000 for the Bond Period,
irrespective of the total amount of any such loss or losses.
Coverage under this Insuring Agreement shall terminate upon termination of this
Bond. Coverage under this Insuring Agreement may also be terminated without
terminating this Bond as an entirety:
(a) by written notice from the Underwriter not less than sixty
(60) days prior to the effective date of termination specified
in such notice; or
(b) immediately by written notice from the Insured to the
Underwriter.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN19.0-04 (12/03)
23
JOINT INSUREDS AGREEMENT
THIS AGREEMENT is made effective as of the March 31, 2010, by and
between CLAYMORE DIVIDEND & INCOME FUND, a Delaware statutory trust ("DCS"), OLD
MUTUAL/CLAYMORE LONG-SHORT, a Massachusetts business trust ("OLA"),
CLAYMORE/GUGGENHEIM STRATEGIC OPPORTUNITIES FUND, a Delaware statutory trust
("GOF"), TS&W/CLAYMORE TAX-ADVANTAGED BALANCED FUND, a Delaware statutory trust
("TYW"), MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND, a Delaware
statutory trust ("MCN"), MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE
MUNICIPAL FUND, a Delaware statutory trust ("MZF") and FIDUCIARY/CLAYMORE MLP
OPPORTUNITY FUND, a Delaware statutory trust ("FMO") (DCS, OLA, GOF, TYW, MCN,
MZF and FMO are collectively referred to herein as the "Trusts" or singularly as
a "Trust").
The Trusts have been named as insureds under a joint Investment Company
Blanket Bond issued by ICI Mutual Insurance Company (the "Bond") with a limit of
liability that may be changed from time to time ("Bond Amount"). The Trusts
desire to enter into this Agreement in accordance with the requirements of Rule
17g-1(f) to assure that the premium for the Bond and any proceeds received under
the Bond are allocated in an equitable and proportionate manner.
The Trusts, therefore, agree that:
1. Allocation of Premium. The portion of the premium paid by each
Trust shall be allocated among the Trusts based upon the
minimum amount of coverage required under Rule 17g-1 under the
Investment Company Act of 1940, as amended, based on their
respective assets under management as of the date of the
Allocation Event. The current allocations are set forth in
Exhibit A. From time to time adjustments may be made to the
portion of the premiums theretofore paid by a Trust, based on
a subsequent change or changes in the net assets of one or
more Trusts or the addition or withdrawal of a Trust from the
Bond.
2. Allocation Event. The allocation of the Bond premium shall be
determined as of the initial date of each Bond period, as of
each date when a Trust is added to this Agreement or when this
Agreement is terminated as to a Trust and when the premium
amount increases because of an increase in the Bond Amount
during the Bond period. When a Trust is added to the Bond, the
existing Trusts shall receive a reimbursement for the
decreased amount of premium to be paid for the Bond period as
a result of the addition of the Trust unless Claymore
Advisors, LLC, the administrator for each Trust
("Administrator"), determines that the cost of refunding the
excess premium would meet or exceed the amount of premium to
be refunded. When Trusts are subtracted, there shall be no
change in amounts owed by the Trusts.
3. Allocation of Coverage. In the event any recovery is received
under the Bond as a result of a loss sustained by any Trust
and by the other named insureds, each Trust shall receive an
equitable and proportionate share of the recovery but in no
event less than the amount it would have received had it
provided and maintained
a single insured bond with the minimum coverage required by
paragraph (d)(1) of Rule 17g-1. The remaining amount of any
recovery, if any, shall then be applied to the claims of the
Trusts based on the premiums paid by the respective Trusts.
4. Agent. The Administrator is hereby appointed as the agent for
the Trusts for the purpose of making, adjusting, receiving and
enforcing payment of all claims under the Bond and otherwise
dealing with ICI Mutual Insurance Company with respect to the
Bond. Any expenses incurred by the Administrator in its
capacity as agent in connection with a claim shall be shared
by the Trusts in proportion to the Bond proceeds received by
the Trusts for the loss. All other expenses incurred by the
Administrator in its capacity as agent shall be shared by the
Trusts in the same portion as their premium allocation.
5. Modification and Termination. This Agreement, including
Exhibit A, may be modified or amended from time to time by
mutual written agreement among the Trusts. Additional
registered investment companies for which the Administrator
serves as the administrator may be made a party to this
Agreement and upon the approval of the Board of Trustees of
each party to the Agreement, will be added to the Agreement by
the execution of a revised Exhibit A. The addition of a party
shall trigger an Allocation Event. This Agreement may be
terminated with respect to any one Trust by not less than 75
days' written notice to the other Trusts. It shall terminate
as to any party as of the date that such party ceases to be an
insured under the Bond; provided that such termination shall
not affect such party's rights and obligations hereunder with
respect to any claims on behalf of such party which are paid
under the Bond by ICI Mutual Insurance Company after the date
such party ceases to be an insured under the Bond. The
Agreement shall continue as to the remaining parties, but
shall trigger an Allocation Event.
6. Further Assurances. Each party agrees to perform such further
acts and execute such further documents as are necessary to
effectuate the purposes hereof.
2
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date and year first above written.
CLAYMORE DIVIDEND & INCOME FUND
By: /s/ Steven M. Hill
------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
OLD MUTUAL/CLAYMORE LONG-SHORT FUND
By: /s/ Steven M. Hill
------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
MADISON/CLAYMORE COVERED CALL &
EQUITY STRATEGY FUND
By: /s/ Steven M. Hill
------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
FIDUCIARY/CLAYMORE MLP
OPPORTUNITY FUND
By: /s/ Steven M. Hill
------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
3
TS&W/CLAYMORE TAX-ADVANTAGED
BALANCED FUND
By: /s/ Steven M. Hill
------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
MBIA CAPITAL/CLAYMORE MANAGED
DURATION INVESTMENT GRADE
MUNICIPAL FUND
By: /s/ Steven M. Hill
------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
CLAYMORE/GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND
By: /s/ Steven M. Hill
------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
Dated: March 31, 2010
4
EXHIBIT A
---------
JOINT INSUREDS AGREEMENT
A. Bond Period: March 31, 2010 through March 31, 2011.
B. Bond Amount: $4,725,000
C. ALLOCATION OF ANNUAL PREMIUM ($19,482)
TRUST:
Claymore Dividend & Income Fund $2,310
Fiduciary/Claymore MLP Opportunity Fund $3,302
Claymore/Guggenheim Strategic Opportunities Fund $2,642
Madison/Claymore Covered Call & Equity Strategy Fund $2,642
MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund $2,642
Old Mutual/Claymore Long-Short Fund $2,642
TS&W/Claymore Tax-Advantaged Balanced Fund $3,302
A-1
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that he is the duly elected Secretary of the
Fiduciary/Claymore MLP Opportunity Fund (the "Trust") and that the resolutions
set forth below approving the fidelity bond for the Trust was adopted by the
Boards of Trustees of the Trust on April 21, 2010, and such resolutions have not
been amended, modified or rescinded and remain in full force and effect as of
the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,725,000,
and an annual premium of $19,482, providing coverage for the Trust,
Claymore Dividend & Income Fund, TS&W/Claymore Tax-Advantaged Balanced
Fund, Old Mutual/Claymore Long-Short Fund, Madison/Claymore Covered
Call & Equity Strategy Fund, MBIA Capital/Claymore Managed Duration
Investment Grade Municipal Fund and Claymore/Guggenheim Strategic
Opportunities Fund for the period from March 31, 2010 to March 31, 2011
be, and it hereby is, adopted and approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trust is hereby designated as the officer of the Trust
who is authorized and directed to make the filings with the SEC and
give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trust be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
16th day of June, 2010.
/s/ Mark E. Mathiasen
---------------------
Mark E. Mathiasen
Secretary
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that he is the duly elected Secretary of the
Claymore Dividend & Income Fund (the "Trust") and that the resolutions set forth
below approving the fidelity bond for the Trust were adopted by the Board of
Trustees of the Trust on June 16, 2010, and such resolutions have not been
amended, modified or rescinded and remain in full force and effect as of the
date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,725,000,
and an annual premium of $19,482, providing coverage for the Trust,
Fiduciary/Claymore MLP Opportunity Fund, TS&W/Claymore Tax-Advantaged
Balanced Fund, Old Mutual/Claymore Long-Short Fund, Madison/Claymore
Covered Call & Equity Strategy Fund, MBIA Capital/Claymore Managed
Duration Investment Grade Municipal Fund and Claymore/Guggenheim
Strategic Opportunities Fund for the period from March 31, 2010 to
March 31, 2011 be, and it hereby is, adopted and approved; and further
RESOLVED, that the Joint Fidelity Bond premium shall be allocated to
the covered funds in accordance with the terms of the Joint Insureds
Agreement based upon the minimum amount of coverage required for each
covered fund by Rule 17g-1 under the 1940 Act ("Rule 17g-1") based on
its respective assets under management; and further
RESOLVED, that in accordance with Rule 17g-1, the Secretary of the
Trust is hereby designated as the officer of the Trust who is
authorized and directed to make the filings with the SEC and give the
notices required by Rule 17g-1; and further
RESOLVED, that the proper officers of the Trust be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
16th day of June, 2010.
/s/ Kevin M. Robinson
Kevin M. Robinson
Secretary
2
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that she is the duly elected Secretary of the
TS&W/Claymore Tax-Advantaged Balanced Fund and Old Mutual/Claymore Long-Short
Fund (the "Trusts") and that the resolutions set forth below approving the
fidelity bond for the Trusts were adopted by the Boards of Trustees of the
Trusts on April 20, 2010, and such resolutions have not been amended, modified
or rescinded and remain in full force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,725,000,
and an annual premium of $19,482, providing coverage for the Trusts,
Claymore Dividend & Income Fund, Fiduciary/Claymore MLP Opportunity
Fund, Madison/Claymore Covered Call & Equity Strategy Fund, MBIA
Capital/Claymore Managed Duration Investment Grade Municipal Fund and
Claymore/Guggenheim Strategic Opportunities Fund for the period from
March 31, 2010 to March 31, 2011 be, and it hereby is, adopted and
approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trusts is hereby designated as the officer of the
Trusts who is authorized and directed to make the filings with the SEC
and give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trusts be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
16th day of June, 2010.
/s/ Elizabeth H. Hudson
-----------------------
Elizabeth H. Hudson
Secretary
3
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that she is the duly elected Secretary of the
Madison/Claymore Covered Call & Equity Strategy Fund (the "Trust") and that the
resolutions set forth below approving the fidelity bond for the Trust were
adopted by the Board of Trustees of the Trust on April 20, 2010, and such
resolutions have not been amended, modified or rescinded and remain in full
force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,725,000,
and an annual premium of $19,482, providing coverage for the Trust,
Fiduciary/Claymore MLP Opportunity Fund, Claymore Dividend & Income
Fund, TS&W/Claymore Tax-Advantaged Balanced Fund, Old Mutual/Claymore
Long-Short Fund, MBIA Capital/Claymore Managed Duration Investment
Grade Municipal Fund and Claymore/Guggenheim Strategic Opportunities
Fund for the period from March 31, 2010 to March 31, 2011 be, and it
hereby is, adopted and approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trust is hereby designated as the officer of the Trust
who is authorized and directed to make the filings with the SEC and
give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trust be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
16th day of June, 2010.
/s/ Elizabeth H. Hudson
-----------------------
Elizabeth H. Hudson
Secretary
4
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that she is the duly elected Secretary of the
MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund (the
"Trust") and that the resolutions set forth below approving the fidelity bond
for the Trust were adopted by the Board of Trustees of the Trust on April 21,
2010, and such resolutions have not been amended, modified or rescinded and
remain in full force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,725,000,
and an annual premium of $19,482, providing coverage for the Trust,
Claymore Dividend & Income Fund, TS&W/Claymore Tax-Advantaged Balanced
Fund, Old Mutual/Claymore Long-Short Fund, Madison/Claymore Covered
Call & Equity Strategy Fund, Fiduciary/Claymore MLP Opportunity Fund
and Claymore/Guggenheim Strategic Opportunities Fund for the period
from March 31, 2010 to March 31, 2011 be, and it hereby is, adopted and
approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trust is hereby designated as the officer of the Trust
who is authorized and directed to make the filings with the SEC and
give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trust be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
16th day of June, 2010.
/s/ Melissa J. Nguyen
---------------------
Melissa J. Nguyen
Secretary
5
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that he is the duly elected Secretary of the
Claymore/Guggenheim Strategic Opportunities Fund (the "Trust") and that the
resolutions set forth below approving the fidelity bond for the Trust were
adopted by the Boards of Trustees of the Trust on May 10, 2010, and such
resolutions have not been amended, modified or rescinded and remain in full
force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,725,000,
and an annual premium of $19,482, providing coverage for the Trust,
Claymore Dividend & Income Fund, TS&W/Claymore Tax-Advantaged Balanced
Fund, Old Mutual/Claymore Long-Short Fund, Madison/Claymore Covered
Call & Equity Strategy Fund, MBIA Capital/Claymore Managed Duration
Investment Grade Municipal Fund and Fiduciary/Claymore MLP Opportunity
Fund for the period from March 31, 2010 to March 31, 2011 be, and it
hereby is, adopted and approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trust is hereby designated as the officer of the Trust
who is authorized and directed to make the filings with the SEC and
give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trust be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
16th day of June, 2010.
/s/ Mark E. Mathiasen
---------------------
Mark E. Mathiasen
Secretary
6